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Nexion Technologies Limited Proxy Solicitation & Information Statement 2026
51435_rns_2026-04-02_327aac14-3918-4c55-a61b-d107eed034b4.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular and as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Nexion Technologies Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
NEXION TECHNOLOGIES LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8420)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS, AND
NOTICE OF 2026 ANNUAL GENERAL MEETING
Capitalised terms used in the lower portion of this cover page and the insider cover page of this circular shall have the same respective meanings as those defined in the section headed “Definitions” of this circular.
A notice convening the 2026 AGM of the Company to be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 8 May 2026 at 10:30 a.m. is set out on pages 19 to 24 of this circular.
Whether or not you are able to attend the 2026 AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2026 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if they so wish. If you attend and vote at the 2026 AGM, the authority of your proxy will be revoked.
This circular will remain on the “Latest Listed Company Information” page of the Stock Exchange website at www.hkexnews.hk for at least 7 days from the date of its publication. This circular will also be posted on the Company’s website at http://nexion.com.hk.
8 April 2026
CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 4
- Introduction 4
- Issue Mandate 5
- Repurchase Mandate 5
- Extension of Issue Mandate to Issue Shares 6
- Re-election of Retiring Directors 6
- 2026 AGM 7
- Voting by Poll 8
- Responsibility Statement 8
- Recommendation 8
APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION 9
APPENDIX II - EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 14
NOTICE OF 2026 ANNUAL GENERAL MEETING 19
This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular will prevail.
DEFINITIONS
In this circular, unless the context otherwise requires, the following expression have the following meanings:
“2026 AGM” the annual general meeting of the Company to be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 8 May 2026 at 10:30 a.m., the notice of which is set out on pages 19 to 24 of this circular
“Articles of Association” the articles of association of the Company as amended, modified or otherwise supplemented from time to time
“Audit Committee” the audit committee of the Company
“Board” the Company’s board of Directors
“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
“CG Code” Corporate Governance Code contained in Appendix C1 of the GEM Listing Rules
“close associates” has the same meaning ascribed thereto in the GEM Listing Rules
“Company” Nexion Technologies Limited, an exempted company incorporated in the Cayman Islands with limited liability with its shares listed on GEM (Stock Code: 8420)
“Core Connected Person” has the meaning ascribed thereto under the GEM Listing Rules
“Director(s)” the director(s) of the Company
“GEM” GEM of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM, as amended, supplemented or otherwise modified from time to time
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
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DEFINITIONS
"Issue Mandate"
the general mandate proposed to be granted to the Directors at the 2026 AGM to allot, issue and deal with additional Shares (including any sale and transfer of treasury shares out of treasury) not exceeding 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution granting such mandate
"Latest Practicable Date"
27 March 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular prior to its publication
"Listing Date"
16 June 2017, on which dealings in the Shares first commenced on GEM
"Nomination Committee"
the nomination committee of the Company
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
the general mandate proposed to be granted to the Directors at the 2026 AGM to repurchase shares not exceeding 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Share Option Scheme"
the share option scheme of the Company adopted on 31 May 2017
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
has the same meaning ascribed to it in the GEM Listing Rules
"substantial shareholder(s)"
has the same meaning ascribed to it in the GEM Listing Rules
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DEFINITIONS
“Takeovers Code”
The Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong as amended, supplemented or otherwise modified from time to time
“treasury shares”
has the meaning ascribed to it under the GEM Listing Rules
“%”
per cent
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LETTER FROM THE BOARD
NEXION TECHNOLOGIES LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8420)
Executive Director:
Mr. Kenneth Vun (Chairman)
Mr. Ong Gim Hai
Independent Non-executive Directors:
Ms. Lim Joo Seng
Mr. Lynch Stephen Joseph Chor
Mr. Yeung Chun Yue David
Registered Office:
P.O. Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Principal place of business
in Hong Kong:
Room 1910, 19/F, C C Wu Building
302-308 Hennessy Road
Wan Chai
Hong Kong
Headquarters and principal place
of business:
A-2-3, Block A, Jalan Pju 1A/3J
Taipan 1, Ara Damansara
47301 Petaling Jaya, Selangor Darul Ehsan
Malaysia
8 April 2026
To the Shareholders
Dear Sirs or Madams,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS, AND
NOTICE OF 2026 ANNUAL GENERAL MEETING
1. INTRODUCTION
The Directors will propose at the 2026 AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; and (iii) the re-election of retiring Directors.
LETTER FROM THE BOARD
The purpose of this circular is to give you notice of the 2026 AGM and provide you with the information regarding the above resolutions to be proposed at the 2026 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.
2. ISSUE MANDATE
Given that the general mandate granted to the Directors to issue Shares pursuant to the annual general meeting held on 9 May 2025 will lapse at the conclusion of the 2026 AGM, an ordinary resolution will be proposed at the 2026 AGM to grant the Issue Mandate to the Directors. Based on 887,760,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and either to be held as treasury shares or cancelled after the Latest Practicable Date and up to the date of the 2026 AGM, the Directors will be authorised to allot, issue and deal with up to a total of 177,552,000 Shares, being 20% of the total number of the issued Shares (including any sale and transfer of treasury shares out of treasury) as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2026 AGM. The Issue Mandate will end at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
With reference to the Issue Mandate, the Directors wish to state that they have no immediate plan to issue any new Shares pursuant thereto.
3. REPURCHASE MANDATE
Given that the general mandate granted to the Directors to repurchase Shares pursuant to the annual general meeting held on 9 May 2025 will lapse at the conclusion of the 2026 AGM, an ordinary resolution will be proposed at the 2026 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 887,760,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued or no Shares will be repurchased and either to be held as treasury shares or cancelled after the Latest Practicable Date and up to the date of the 2026 AGM, the Company would be allowed to repurchase a maximum of 88,776,000 Shares, being 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of the resolution in relation thereto if the Repurchase Mandate is granted at the 2026 AGM. The Repurchase Mandate will end at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
LETTER FROM THE BOARD
With reference to the Repurchase Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares pursuant thereto.
An explanatory statement on the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement on the Repurchase Mandate contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
4. EXTENSION OF ISSUE MANDATE TO ISSUE SHARES
Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2026 AGM to extend the Issue Mandate by the addition to the total number of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandates of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate of the total nominal amount of the issued share capital of the Company in issue on the date of passing the resolution for approving the Issue Mandate.
5. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 16.18 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. In accordance with code provision B.2.2 of the CG Code, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. Accordingly, Mr. Yeung Chun Yue David ("Mr. Yeung") and Ms. Lim Joo Seng ("Ms. Lim") shall retire as independent non-executive Directors.
Pursuant to Article 16.2 of the Articles of Association, any Director appointed by the Board either to fill a casual vacancy or as an addition to the existing Board shall hold office only until the next first AGM after his appointment and shall then be eligible for re-election. Accordingly, Mr. Kenneth Vun ("Mr. Vun") and Mr. Lynch Stephen Joseph Chor ("Mr. Lynch") shall retire as an executive Director and an independent non-executive Director at the 2026 AGM, respectively.
Mr. Vun, Mr. Lynch, Mr. Yeung and Ms. Lim are collectively referred to as the "Retiring Director(s)".
The Retiring Directors, being eligible, offer themselves for re-election at the 2026 AGM. The Nomination Committee has reviewed the re-election of such Directors based on a range of criteria in assessing their suitability, including but not limited to, reputation of integrity,
LETTER FROM THE BOARD
qualifications, commitment in respect of available time and relevant interest, the board diversity policy adopted by the Company, and the standards as set forth in Rules 5.01 and 5.02 of the GEM Listing Rules and recommended to the Board that the re-election be proposed for the Shareholders' approval at the 2026 AGM.
The Nomination Committee has also assessed and reviewed the independent non-executive Director's annual written confirmation of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and confirmed that Mr. Lynch, Mr. Yeung and Ms. Lim remains independent. To the best knowledge of the Directors, as at the date of this circular, the Company is not aware of any matters or events that may occur and affect the independence of Mr. Lynch, Mr. Yeung and Ms. Lim. In considering the re-election of Mr. Vun as an executive Director, Mr. Lynch, Mr. Yeung and Ms. Lim as independent non-executive Directors, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service, and the professional experience, skills and expertise they can provide. The Board is of the view that during Mr. Vun's tenure as an executive Director and Mr. Lynch, Mr. Yeung and Ms. Lim's tenure as independent non-executive Directors, all of them have made positive contributions to the Company's strategy, policies and performance with their independent advice, comments and judgment from the perspective of their professional experience and education background coupled with their general understanding of business of the Group, and hence contributed to the diversity of the Board.
Therefore, with the recommendation of the Nomination Committee, the Board has proposed that the Retiring Directors, stand for re-election as Directors at the 2026 AGM by way of ordinary resolutions. Details of the Retiring Directors proposed to be re-elected are set out in Appendix I to this circular.
- 2026 AGM
The Company will convene the 2026 AGM on Friday, 8 May 2026 at 10:30 a.m. at Portion 2, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong, at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; and (iii) the re-election of retiring Directors. The notice convening the 2026 AGM is set out on pages 19 to 24 of this circular.
A form of proxy for use in connection with the 2026 AGM is enclosed with this circular. If you are not able to attend the 2026 AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the 2026 AGM or any adjournment thereof. Completion and return
LETTER FROM THE BOARD
of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2026 AGM or its adjournment should he/she/it so wishes. If the Shareholders attends and votes at the 2026 AGM, the authority of the proxy will be revoked.
7. VOTING BY POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the 2026 AGM and contained in the notice of the 2026 AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be published by the Company after the 2026 AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
9. RECOMMENDATION
The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchased Mandate; and (iii) the re-election of retiring Directors as set out in the notice of 2026 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2026 AGM as set out in the notice of the 2026 AGM on pages 19 to 24 of this circular.
By order of the Board
Nexion Technologies Limited
Kenneth Vun
Chairman and Executive Director
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the biographical details of the Directors who will retire as required by the Articles of Association and the GEM Listing Rules and are proposed to be re-elected at the 2026 AGM.
EXECUTIVE DIRECTOR
Mr. Kenneth Vun
Mr. Vun, aged 51, has been appointed as an executive Director of the Company with effect from 12 May 2025, and has been subsequently appointed as the chairman of the Board (the "Chairman") and a member of Remuneration Committee.
Mr. Vun has over 31 years of experience spanning technology, finance, property development, and the food & beverage sectors. He obtained various certifications, including Certified Solutions Consultant Certification (Information Technology) from Intel Corporation, the CompTIA Server+ Certified Professional Certificate from the Computing Technology Industry Association as well as the CIW Associate Certification in Internet and Web Skills from CIW Associates.
Mr. Vun launched his first IT company in Sabah, Malaysia, and swiftly expanded operations into Peninsular Malaysia, Singapore, Hong Kong, and China. In 2012, he founded The V Foundation, a charitable initiative focused on supporting underprivileged communities in Malaysia through education, healthcare, and financial assistance. His philanthropic work complements his business legacy, reinforcing his commitment to long-term societal impact.
In February 2025, Mr. Vun has been appointed as a managing director of XOX Berhad (a company listed on the Bursa Malaysia Securities Berhad ("Bursa Malaysia"), stock code: 0165.KL). Furthermore, in March 2025, Mr. Vun has been appointed as a managing director of Symphony Life Berhad (a company listed on the Bursa Malaysia, stock code: 1538.KL).
Recognised for his visionary leadership and business acumen, Mr. Vun has received numerous accolades, such as the Ernst & Young Entrepreneur of the Year - Top Nominee (2004), Ten Outstanding Young Malaysians (TOYM) Award (2006), and the Asia Pacific Entrepreneurship Awards (APEA) Outstanding Entrepreneur Award (2007). His contributions to the technology industry have also been acknowledged through the Deloitte Technology Fast 500 Asia Pacific ranking (2005) and the PIKOM Malaysia Key Industry Leader Award (2006).
Mr. Vun entered into a service agreement with the Company as an executive Director for initial fixed term of three years commencing from 12 May 2025, the term of service shall be renewed and extended automatically by three years on the expiry of such initial term and on the expiry of every successive period of three years thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term.
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APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Vun's emoluments for the financial year ended 31 December 2025 amounted to approximately HK$83,000. Such emolument will be determined annually by the Remuneration Committee by reference to his relevant experience, responsibilities, workload and time devoted to the Group and performance of the Group.
As at the Latest Practicable Date, Mr. Vun beneficially owns the entire issued shares of VCAP Global Inc, a company incorporated in the British Virgin Islands (the “BVI”), which in turn holds 21,000,000 shares or approximately 11.32% of XOX Bhd (“XOX”). XOX (Hong Kong) Limited (“XOX (Hong Kong)”), an investment holding company wholly-owned by XOX, is interested in 117,848,500 Shares, representing approximately 13.27% of the issued share capital of the Company. Therefore, Mr. Vun is deemed, or taken to be, interested in 13,340,450 Shares held by XOX (Hong Kong) in proportion of Mr. Vun’s indirect shareholding in XOX (Hong Kong) for the purpose of the SFO. Save as aforesaid, Mr. Vun does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Lynch Stephen Joseph Chor
Mr. Lynch, aged 44, has been appointed as an independent non-executive Director with effect from 30 June 2025. Mr. Lynch is the chairman of the Remuneration committee, the chairman of the Nomination committee and a member of Audit committee.
Mr. Lynch has extensive experience in business management and customer development. He is the co-founder and served as chief executive officer of Inbase Partners Limited since 2018, where he is principally responsible for strategic planning and business direction and building customer relations. He also served as a business development consultant of Spark Co. Limited, a company located in Taipei, since 2018, where he is primarily responsible for new business development and business cooperation maintenance. From 2009 to 2018, he worked as management in various small and medium sized companies and was primarily responsible for business strategy planning.
Since September 2024, Mr. Lynch has been appointed as an independent non-executive director of Top Standard Corporation (a company listed on the GEM of the Stock Exchange, stock code: 8510). Since December 2024, Mr. Lynch has been appointed as an independent non-executive director of Luk Hing Entertainment Group Holdings Limited (a company listed on the GEM of the Stock Exchange, stock code: 8052).
Mr. Lynch obtained his high school diploma in 1997 from Christian Light Education in Virginia, USA. He also completed Blockchain Strategy Programme in Saïd Business School, University of Oxford in 2018.
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Lynch has entered into a letter of appointment with the Company as an independent non-executive Director. Pursuant to the letters of appointment, Mr. Lynch’s appointment is at an initial term commencing from 30 June 2025 and renewable automatically for successive term of one year each commencing from the day following the expiry of the then current term, provided that either party can at any time terminate the appointment hereunder by giving three months’ prior notice in writing to the other.
Mr. Lynch’s emoluments for the financial year ended 31 December 2025 amounted to HK$33,000. Such emolument will be determined annually by the Remuneration Committee by reference to his relevant experience, responsibilities, workload and time devoted to the Group and performance of the Group.
Mr. Lynch has confirmed his independence pursuant to Rule 5.09 of the GEM Listing Rules.
Mr. Yeung Chun Yue David
Mr. Yeung, aged 44, has been appointed as an independent non-executive Director of the Company with effect from 10 September 2020. Mr. Yeung is a member of the Audit Committee and the Remuneration Committee.
Mr. Yeung has approximate 21 years of experience in accounting and tax advisory. From July 2004 to September 2017, Mr. Yeung worked in Cheng & Cheng Limited, Certified Public Accountants with his last position as a director. From September 2017 to July 2021, he worked in D & Partners CPA Limited with his last position as the managing partner and director. He is currently a committee member of the Panyu Committee of Chinese People’s Political Consultative Conference.
Mr. Yeung has been appointed as an executive director of Hatcher Group Limited (a company listed on the GEM of the Stock Exchange, stock code: 8365) since July 2021; and Cornerstone Technologies Holdings Limited (a company listed on the GEM of the Stock Exchange, stock code: 8391) since August 2022. He has also been appointed as an independent non-executive director of Aeso Holding Limited (a company listed on GEM of the Stock Exchange, stock code: 8341) since April 2019; SANVO Fine Chemicals Group Limited (a company listed on the Main Board of the Stock Exchange, stock code: 301) since December 2019; and TL Natural Gas Holdings Limited (a company listed on GEM of the Stock Exchange, stock code: 8536) since December 2021.
Mr. Yeung graduated from the City University of Hong Kong with a bachelor of business administration in accountancy in November 2004. Mr. Yeung is currently a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants and a Certified Tax Advisor of the Taxation Institute of Hong Kong.
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Yeung has entered into a service contract with the Company for a term of three years commencing from 10 September 2020 and shall continue thereafter, which may be terminated by not less than three months' notice in writing served by either party on the other.
Mr. Yeung's emoluments for the financial year ended 31 December 2025 amounted to HK$94,000. Such emolument will be determined annually by the Remuneration Committee by reference to his relevant experience, responsibilities, workload and time devoted to the Group and performance of the Group.
Mr. Yeung has confirmed his independence pursuant to Rule 5.09 of the GEM Listing Rules.
Ms. Lim Joo Seng
Ms. Lim, aged 51, has been appointed as an independent non-executive Director of the Company with effect from 31 May 2017. Ms. Lim is the chairman of the Audit Committee and a member of the Nomination Committee.
Ms. Lim has involved in the finance industry for more than 25 years, having started her career at Sekhar & Tan as a tax assistant from April 1999 to March 2000. Thereafter, she joined Deloitte KassimChan (a member firm of Deloitte Touche Tohmatsu) as an audit senior from May 2000 to December 2003. From February 2005 to February 2010, she joined Deloitte Touche Tohmatsu CPA Ltd. (Shanghai) as a manager. From February 2010 to January 2017, she joined XinRen Aluminium Holdings Limited, a company listed on the main board of the Singapore Exchange Securities Trading Limited in October 2010 and was subsequently privatised in year 2016 and is now a private holding company in Singapore, as a chief financial officer.
In December 2019, Ms. Lim has been appointed as a finance director of Nestcon Berhad (a company listed on the ACE Market of the Bursa Malaysia, stock code: 0235) and has been appointed to the board of the director since August 2020. Since September 2022, Ms. Lim has been appointed as an independent non-executive director of KGW Group Berhad (a company listed on the ACE Market of the Bursa Malaysia, stock code: 0282).
Ms. Lim graduated with a bachelor of commerce from Macquarie University in Sydney, Australia in April 1998, and has been a member of the Malaysian Institute of Accountants and the Certified Public Accountants of Australia since 2003.
Ms. Lim has entered into a service contract with the Company for a term of three years commencing from 31 May 2023 and shall continue thereafter, which may be terminated by not less than three months' notice in writing served by either party on the other.
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Lim's emoluments for the financial year ended 31 December 2025 amounted to HK$94,000. Such emolument will be determined annually by the Remuneration Committee by reference to her relevant experience, responsibilities, workload and time devoted to the Group and performance of the Group.
Ms. Lim has confirmed her independence pursuant to Rule 5.09 of the GEM Listing Rules.
Save as disclosed above, none of the above Directors (i) has held other directorships during the three years preceding the Latest Practicable Date in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) has any relationship with any other Directors, senior management or substantial Shareholders of the Company; (iii) holds any positions in the Company or other members of the Group; (iv) has other major appointments and professional qualifications; and (v) has any interests or short position in the Shares, underlying Shares or debentures of the Company or its associated corporations within the meaning of Part XV of SFO.
Save as disclosed above, there is no other information in relation to the appointment of the Directors which is required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix serves as an explanatory statement on the Repurchase Mandate, as required by Rule 13.08 of the GEM Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the 2026 AGM authorising the Repurchase Mandate. The GEM Listing Rules permit companies whose primary listing on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
- SHAREHOLDERS' APPROVAL
The GEM Listing Rules provide that all proposed repurchase of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval.
- SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued and paid Shares was 887,760,000, with no treasury shares. Subject to the passing of the relevant ordinary resolution for the Repurchase Mandate and assuming that no further Shares will be issued or no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of the 2026 AGM of passing such resolution, the Directors would be authorised to repurchase up to a maximum of 88,776,000 Shares (excluding treasury shares, if any), representing 10% of the total number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.
If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
as treasury shares or cancel them, in each case before the record date for the dividends or distributions; and (iii) take any other appropriate measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
3. REASONS FOR REPURCHASE
The Directors have no present intention for any repurchase of Shares but are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchase of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders as a whole. Such repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.
4. FUNDING OF REPURCHASE
Pursuant to the Repurchase Mandate, any repurchase would be funded entirely from the Company's funds legally available in accordance with the applicable law and regulations of the Cayman Islands and the Articles of Association for such purpose.
5. IMPACT ON WORKING CAPITAL OR GEARING POSITION
An exercise of the Repurchase Mandate in full would not have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2025, being the date of its latest published audited consolidated financial statements. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective close associates have any present intention, if the Repurchase Mandate is approved by the Shareholders at the 2026 AGM, to sell any Share to the Company or its subsidiaries.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
As at the Latest Practicable Date and to the best knowledge of the Directors having made all reasonable enquiries, no Core Connected Persons have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders at the 2026 AGM.
7. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.
8. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT
If, as a result of the repurchase of the Shares by the Company pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increases will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:
| Name of Shareholders | Capacity/Nature | Number of shares of underlying shares held/ interested in(1),(2) | Approximate percentage of total issued Shares | |
|---|---|---|---|---|
| As at the Latest Practicable Date | If Repurchase Mandate is exercised in full | |||
| Alpha Sense Investments Limited (“Alpha Sense (BVI)”) (3) | Beneficial owner | 154,838,000 (L) | 17.44% | 19.38% |
| 154,838,000 (S) | ||||
| Mr. Foo Moo Teng (“Mr. Foo”) (3) | Interested in a controlled corporation | 154,838,000 (L) | 17.44% | 19.38% |
| 154,838,000 (S) | ||||
| XOX (Hong Kong) (4) | Beneficial owner | 117,848,500 (L) | 13.27% | 14.75% |
| XOX (4) | Interested in a controlled corporation | 117,848,500 (L) | 13.27% | 14.75% |
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
| Name of Shareholders | Capacity/Nature | Number of shares of underlying shares held/ interested in(1),(2) | Approximate percentage of total issued Shares | |
|---|---|---|---|---|
| As at the Latest Practicable Date | If Repurchase Mandate is exercised in full | |||
| Mr. Vun(5) | Interested in a controlled corporation | 13,340,450 (L) | 1.50% | 1.67% |
Notes:
(1) The Letter “L” demonstrates long position.
(2) The Letter “S” demonstrates short position.
(3) Alpha Sense (BVI) is an investment holding company incorporated in the British Virgin Islands and is wholly-owned by Mr. Foo. Mr. Foo has resigned as the chairman of the Board, executive Director and the chief executive officer of the Company with effect from 31 May 2022. By virtue of the SFO, Mr. Foo is deemed to be interested in the 154,838,000 Shares held by Alpha Sense (BVI).
(4) XOX Hong Kong is an investment holding company incorporated in Hong Kong and is wholly-owned by XOX. XOX is a company incorporated in Malaysia, the shares of which are listed on the Bursa Malaysia (stock code: 0165).
(5) Mr. Vun beneficially owns the entire issued shares of VCAP Global Inc, which in turn holds 21,000,000 shares or approximately 11.32% of XOX. Therefore, Mr. Vun is deemed, or taken to be, interested in the 13,340,450 Shares held by XOX (Hong Kong) in proportion of Mr. Vun’s indirect shareholding in XOX (Hong Kong).
As at the Latest Practice Date, to the best of the knowledge and belief of the Company, on the basis of the aforesaid increase of shareholding held by the substantial Shareholders set out above, in the event that the Directors should exercise in full the power to repurchase Shares under the Repurchase Mandate (if so approved), the shareholding of substantial Shareholders have increased proportionately to not more than 30% of issued Shares of the Company. Such increase would not give rise to obligation on them to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code as a result of the exercise of the Repurchase Mandate. The Directors has no intention to exercise the Repurchase Mandate to such extent as would, in the circumstances, trigger any potential consequences under Rule 26 of the Takeovers Code.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
Save as the above, the Directors are not aware of any consequences of such repurchases of Shares that would result in any Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code if the Repurchase Mandate was exercised in full.
The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.
9. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
10. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months immediately before, and in the current month up to the Latest Practicable Date were as follows:
| Share Price | ||
|---|---|---|
| Lowest | ||
| HK$ | Highest | |
| HK$ | ||
| 2025 | ||
| March | 0.025 | 0.035 |
| April | 0.022 | 0.030 |
| May | 0.023 | 0.032 |
| June | 0.022 | 0.031 |
| July | 0.022 | 0.035 |
| August | 0.030 | 0.039 |
| September | 0.034 | 0.049 |
| October | 0.040 | 0.053 |
| November | 0.035 | 0.051 |
| December | 0.028 | 0.046 |
| 2026 | ||
| January | 0.025 | 0.030 |
| February | 0.027 | 0.054 |
| March (up to the Latest Practicable Date) | 0.035 | 0.049 |
NOTICE OF 2026 ANNUAL GENERAL MEETING
NEXION TECHNOLOGIES LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8420)
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “2026 AGM”) of Nexion Technologies Limited (the “Company”) will be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Friday, 8 May 2026 at 10:30 a.m. (or an adjournment thereof) for the purposes of considering and, if thought fit, passing with or without modification or amendment the following resolutions.
AS ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor of the Company for the year ended 31 December 2025;
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(a) (i) To re-elect Mr. Kenneth Vun as an executive Director of the Company;
(ii) To re-elect Mr. Lynch Stephen Joseph Chor as an independent non-executive Director of the Company;
(iii) To re-elect Mr. Yeung Chun Yue David as an independent non-executive Director of the Company;
(iv) To re-elect Ms. Lim Joo Seng as an independent non-executive Director of the Company;
-
(b) To authorise the board of Directors of the Company to fix the remuneration of the Directors of the Company;
-
To re-appoint Forvis Mazars CPA Limited, Certified Public Accountants as the independent auditor of the Company and authorise the board of directors of the Company to fix its remuneration; and
-
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NOTICE OF 2026 ANNUAL GENERAL MEETING
4. "THAT:
(a) subject to paragraph (c) of this resolution below, and compliance with the requirements of the Rules Governing the Listing of Securities on GEM (“GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the GEM Listing Rules) out of treasury) or securities convertible into or exchangeable for Shares, or options or warrants, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association in force from time to time, shall not exceed the aggregate of 20% of the aggregate number of the Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and such approval shall be limited accordingly; and that this resolution shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the general mandate to issue (i) securities convertible into new shares of the Company for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as defined below) of the shares of the Company at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new shares or securities of the Company convertible into new shares of the Company for cash consideration; and
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NOTICE OF 2026 ANNUAL GENERAL MEETING
(d) for the purposes of this resolution: “Benchmarked Price” means the higher of:
(a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and
(b) the average closing price in the 5 trading days immediately prior to the earlier of:
(i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this resolution;
(ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and
(iii) the date on which the placing or subscription price is fixed.
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company, the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; or
(iii) the date on which the authority set out in this resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under
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NOTICE OF 2026 ANNUAL GENERAL MEETING
the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).”
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the GEM Listing Rules and applicable laws and regulations.
5. "THAT:
(a) subject to paragraph (b) of this resolution below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase the issued Shares of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Commission") and the Stock Exchange for this purpose, subject to and in accordance with the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Share Buy-backs issued by the Commission and the requirements of the GEM Listing Rules, be and is hereby generally and unconditionally approved and authorised;
(b) the aggregate number of the Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association, the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; or
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NOTICE OF 2026 ANNUAL GENERAL MEETING
(iii) the date on which the authority set out in this resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting.”
- “THAT conditional upon the passing of resolution nos. 4 and 5 set out in the notice convening this meeting (the “Notice”) being passed, the general mandate granted to the Directors pursuant to resolution no. 4 set out above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal value of the Shares in the capital of the Company repurchased under the authority granted pursuant to resolution no. 5 set out in the Notice, provided that such number of Shares shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing this Resolution.”
By order of the Board
Nexion Technologies Limited
Kenneth Vun
Chairman and Executive Director
Malaysia, 8 April 2026
Notes:
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Any member of the Company (the “Member”) entitled to attend and vote at the 2026 AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote, on a poll, instead of him/her/it. A proxy need not be a Member but must be present in person at the 2026 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
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Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the 2026 AGM or poll concerned if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the 2026 AGM, his form of proxy will be deemed to have been revoked.
-
In order to be valid, the duly completed and, signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event no later than 48 hours before the time for holding the 2026 AGM or adjourned meeting.
-
For determining the entitlement of the Shareholders to attend and vote at the 2026 AGM, the register of members of the Company will be closed from Tuesday, 5 May 2026 to Friday, 8 May 2026 (both dates inclusive), during which period no transfer of Shares will be effected. To qualify for attending the 2026 AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Monday, 4 May 2026 for registration.
NOTICE OF 2026 ANNUAL GENERAL MEETING
-
In relation to the proposed resolution no. 4 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares.
-
In relation to the proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Members. An explanatory statement on the Repurchase Mandate containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix II to the Company's circular dated 8 April 2026.
-
In compliance with Rule 17.47(4) of the GEM Listing Rules, voting on all proposed resolutions set out in this notice will be decided by way of a poll.
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In case of joint holders of a share, any one of such joint holders may vote, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the 2026 AGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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(a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the 2026 AGM, the 2026 AGM will be postponed and Members will be informed of the date, time and venue of the postponed 2026 AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.
(b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before three hours before the time for holding the 2026 AGM and where conditions permit, the 2026 AGM will be held as scheduled.
The 2026 AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
After considering their own situations, Members should decide on their own whether or not they would attend the 2026 AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
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